Common use of Conditions to Merger Clause in Contracts

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- Combination. The respective obligations of each party to this Agreement to ----------- effect the Combination shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or prior to the Closing Date of the following conditions: (a) The Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 9.1 Conditions to the Obligations of Each Party's Obligation to Effect the --------------------------------------------------- Combination. The respective obligations of each party the Company, Holding and Acquiror to this Agreement to ----------- effect consummate the Combination shall be Merger are subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or prior to the Closing Date satisfaction of the following conditions: (a) The the Company Stockholder Approval shall have been obtained; (b) any applicable waiting period or required approval under the HSR Act, Non-U.S. Competition Law or any other similar applicable Law required prior to the completion of the Merger shall have expired or been earlier terminated or received; (c) no Governmental Entity of competent authority or jurisdiction shall have issued any Law or taken any other action then in effect, which restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Merger; provided, however, that the parties hereto shall use their commercially reasonable efforts to have any such Law or other legal restraint vacated; and (d) the Registration Statement shall have been declared effective under by the Securities Act, no stop order suspending SEC and continue to be effective. 9.2 Conditions to the effectiveness Obligations of the Registration Statement Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been issuedtrue and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, no action, suit or proceeding or investigation and (iii) the Company shall have received a certificate signed by the SEC to suspend the effectiveness Chief Executive Officer or President of the Registration Statement shall have been initiated each of Holding and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating Acquiror to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received.foregoing effect; (b) All other each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, consentsregistrations, orders declarations, announcements and filings contemplated by Section 5.3, which if not obtained or approvals of, made (i) would render consummation of the Merger illegal or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity (ii) (assuming the failure to obtain or comply with which Effective Time had occurred) would be reasonably likely to have have, individually or in the aggregate, a Holding Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained.Company Material Adverse Effect; and (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination Holding and Acquiror shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of caused the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable valuation firm which has delivered a solvency letter to the Combination which makes financial institutions providing the consummation Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, Directors in form and substance reasonably satisfactory to both parties, the Special Committee as to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) solvency of the Code; providedCompany and its Subsidiaries after giving effect to the Merger, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied the financing arrangements contemplated by Acquiror with respect to such party if counsel to the Merger and the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Woodtransactions contemplated hereby. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationCONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with which would be is reasonably likely to have a Material Adverse Effect on iPrint Finisar or Wood Demeter or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (cb) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination Merger or limiting or restricting iPrintFinisar's conduct or operation of the business of iPrint Finisar or Wood Demeter after the Combination Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationCONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE COMBINATION. The respective obligations of each party to this Agreement to ----------- effect the Combination shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or prior to the Closing Date of the following conditions: (a) The Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received.. 57 (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; providedPROVIDED, howeverHOWEVER, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits EXHIBITS C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit EXHIBIT D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit EXHIBIT E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 9.01 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The respective obligations of each party of Sterling and First Houston to this Agreement to ----------- effect the Combination Merger and the other transactions contemplated hereby shall be subject to the satisfaction, fulfillment or to the extent permitted by law, waiver by both parties, on at or prior to the Closing Date Effective Time of the following conditions: (a) Shareholders of First Houston shall have approved and adopted all matters relating to this Agreement, the Merger and the transactions contemplated hereby and thereby as required under applicable law at the Shareholders' Meeting. (b) This Agreement, the Merger and the other transactions contemplated hereby and thereby shall have been approved by the Federal Reserve Board, the OCC, the Commissioner, the FDIC and any other Regulatory Authorities whose approval is required for consummation of the transactions contemplated hereby and all applicable waiting periods shall have expired. No such approval or consent shall be conditioned or restricted in any manner (including requirements relating to the disposition of assets) which in the good faith judgment of Sterling would so adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or restriction been known, it would not have entered into this Agreement. (c) The Registration Statement shall have been declared effective under the Securities Act, no and shall not be subject to a stop order suspending or any threatened stop order. (d) Neither Sterling nor First Houston shall be subject to any active litigation which seeks any order, decree or injunction of a court or agency of competent jurisdiction to enjoin or prohibit the effectiveness consummation of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the Merger. (e) The shares of iPrint Sterling Common Stock issuable pursuant to the Combination Merger shall have been receivedapproved for quotation on the NASDAQ and no such order, decree or conjunction shall have been issued and remain in effect. (bf) All other authorizationsD&T, consentsindependent public accountants for Sterling, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been fileddelivered a letter, occurred or been obtained. (c) No temporary restraining orderdated the date of Closing, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable addressed to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLPSterling, in form and substance reasonably satisfactory to both partiesSterling, to the effect that the Combination Merger will be treated qualify for federal income tax purposes as a tax-free reorganization within the meaning pooling of Section 368(a) of the Code; provided, however, that interests accounting treatment if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and consummated in accordance with this Agreement. (fg) The Employment Agreements D&T, independent public accountants for First Houston, shall have delivered a letter, dated the Closing Date, addressed to First Houston, in form and substance reasonably satisfactory to First Houston, stating that the forms attached as Exhibits C ---------- shall be in full force and effect Merger will qualify for pooling of interests accounting treatment if consummated in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicablethis Agreement. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- Combination. The respective obligations obligation of each party to this the Merger Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or prior to the Closing Date closing of the transactions contemplated by the Merger Agreement, of the following conditions: : (a) The Registration Statement if necessary under applicable law, the Merger shall have been declared effective under adopted by the Securities Act, no stop order suspending the effectiveness requisite vote of the Registration Statement stockholders of the Company in accordance with the DGCL, (b) no provision of any applicable domestic law or regulation and no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger (each party agreeing to use its best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); and (c) all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of the Merger Agreement shall have been issuedobtained or made, no actionexcept for filings in connection with the Merger an any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, suit authorization, order, approval, filing or proceeding registration would not make the Merger illegal or investigation have a Company Material Adverse Effect or Parent Material Adverse Effect (as that term is defined below), as the case may be. Termination. The Merger Agreement may be terminated at any time prior to the effective time of the Merger (i) by mutual consent of the Parent and the Company; (ii) by either the Company or the Parent if the Merger has not been consummated on or before the earlier of (A) the forty-sixth business day after the first public announcement of the execution of the Merger Agreement and (B) August 15, 1997 (provided that such right shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement has been the cause of or resulted in the 23 26 failure to consummate the Merger by such date), (iii) by either the Company or the Parent, if there exists any applicable domestic law, rule or regulation that makes consummation of the Merger illegal or if any final and nonappealable judgment, injunction, order or decrees of a court or governmental agency or authority restrains or prohibits the consummation of the Merger, (iv) by either the Company or the Parent, if the stockholder approval contemplated by the SEC to suspend the effectiveness Merger Agreement has not been obtained by reason of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain the requisite vote upon a vote at a duly held meeting of stockholders or comply with which at any adjournment thereof, (v) by either the Company or the Parent, if (x) there has been a breach by the other party of any representation or warranty in the Merger Agreement that would be reasonably likely to have a Parent Material Adverse Effect on iPrint or Wood or a Company Material Adverse Effect, as the case may be; or (y) there has been a material adverse effect on the consummation breach of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action takencovenants or agreements set forth in the Merger Agreement on the part of the other party, which breach is not curable, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable if curable is not so cured within 30 days after written notice of such breach is given by the terminating party to the Combination which makes other party, (vi) by either the consummation of Company or the Combination illegal. (d) iPrint Parent, if the Company shall have received a written opinion from Company Acquisition Proposal and the Company's Board of Directors has determined in good faith that such proposal represents a more attractive financial alternative that provides greater immediate value for the Company's stockholders than the Offer and the Merger; (vii) by the Company, if the Offer has not been timely commenced (except as a result of actions or omissions of the Company in accordance with the Merger Agreement) provided that such right must be exercised prior to the commencement of the Offer; (viii) by the Parent, if the Board of Directors of the Company has failed to recommend, or has withdrawn, modified or amended in any material respects its counselapproval or recommendation of the Offer or the Merger or has resolved to do any of the foregoing; or (ix) by the Parent or the Company, Xxxx Xxxx Xxxx & Freidenrich LLPif as a result of the failure of any of the conditions of the Offer (set forth in Section 14 below), and Wood the Offer shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, terminated or expired without the Purchaser having purchased any Shares pursuant to the Offer (provided that such right is not available to any party whose failure to fulfill any of its obligation under the Merger Agreement results in the failure of any such condition). The term "Company Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse to the Combination will be treated for federal income tax purposes condition (financial or otherwise), business, assets or results of operations, of the Company and its subsidiaries taken as a tax-free reorganization within whole or adversely affects the meaning of Section 368(a) ability of the CodeCompany to consummate the transactions contemplated by the Merger Agreement in any material respect or materially impairs or delays the Company's ability to perform its obligations under the Merger Agreement. The term "Parent Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse to the condition (financial or otherwise), business, assets or results of operations, of the Parent and its subsidiaries taken as a whole or adversely effects the ability of the Parent to consummate the transactions contemplated by the Merger Agreement in any material respect or materially impairs or delays the Parent's ability to perform its obligations under the Merger Agreement. In the event of the termination of the Merger Agreement, the Merger Agreement shall forthwith become void and of no effect and there shall be no liability on the part of any party thereto except as described under "Fees and Expenses" below; provided, however, that if counsel nothing in the Merger Agreement will relieve any party from liability for any willful breach thereof before termination. Fees and Expenses. The Merger Agreement provides that, except as provided in the following paragraph, all fees and expenses incurred in connection with the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated. Under the Merger Agreement the Company will pay, or cause to either party does not render such opinionbe paid, this condition shall be deemed satisfied with respect to such party if counsel in same day funds, to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations Parent the sum of (a) all of Parent's out-of-pocket fees and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders expenses incurred or paid by or on behalf of the iPrint shall have approved Parent in connection with the iPrint Proposal Merger or the consummation of any of the transactions contemplated by the Merger Agreement, including all HSR Act filing fees, fees and expenses of counsel, commercial banks, investment banking firms, accountants, experts, environmental consultants and other consultants to the Parent (the "Expenses") in an amount not to exceed $1,000,000 24 27 and (b) $2,000,000 (the "Termination Fee") upon demand if (i) the Merger Agreement is terminated in accordance with their respective Articles of Incorporation the provisions described in clause (vi) or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and clause (viii) under the rules and listing requirements of NASDAQ, as applicable, and heading "Termination" above or (ii) the Merger Agreement is terminated in accordance with this Agreement. the provisions described in clause (fix) The Employment Agreements in under the forms attached heading "Termination" above and at the time of such termination (x) the Minimum Condition has not been satisfied and (y) a Company Acquisition Proposal existed. Any amounts payable as Exhibits C ---------- Expenses and Termination Fees pursuant to the Merger Agreement shall be in full force and effect in accordance with their terms payable as promptly as practicable following termination of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal FarrosMerger Agreement, Xxxxx Xxxxand, or Xxxxx Xxxxxxif the Company is the party seeking to terminate the Merger Agreement, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as a condition thereto. Amendment. Any provision of the Closing and shall not have been anticipatorily breached Merger Agreement may be amended or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. waived prior to the Effective Time (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form Merger Agreement) if, and only if, such amendment is in writing and signed, in the case of Third Amended an amendment, by the Company, the Parent and Restated Rights Agreement attached hereto as Exhibit Ethe Purchaser or, which in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) any waiver or amendment shall be effective against a party only if the board of directors of such party approves such waiver or amendment and (ii) after the adoption of the Merger Agreement by the stockholders of the company, no such amendment or waiver shall, without the further approval of such stockholders and each party's board of directors alter or change (x) the amount or kind of consideration to be received in full --------- force exchange for any shares of capital stock of the Company, (y) any term of the certificate of incorporation of the Surviving Corporation or (z) any of the terms or conditions of the Merger Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision included under this heading "Amendment" to the contrary, no provision of the Merger Agreement may be waived by the Company or amended following the purchase by the Parent or the Purchaser of Shares pursuant to the Offer unless such amendment or waiver is approved by the affirmative vote of a majority of the directors of the Company other than the directors designated by the Purchaser (as contemplated in effect the Merger Agreement). No failure or delay by any party in exercising any right, power or privilege under the Merger Agreement shall operate as a waiver thereof and nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided under the Merger Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. Assignment. Subject to certain exceptions, the Merger Agreement shall be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under the Merger Agreement without the consent of the other parties thereto. Related Agreements. In connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement (i) the Parent, the Purchaser and the Company entered into a Stock Option Agreement dated as of May 29, 1997 (previously described as the Closing"Stock Option") and (ii) the Parent, the Purchaser and IHS entered into a Voting and Tender Agreement dated as of May 29, 1997 (previously described as the "Voting and Tender Agreement"). Pursuant to the Stock Option, the Company granted the Purchaser the option to purchase up to 32,000,000 Shares provided that the Purchaser may only exercise the Stock Option in respect of at least that number of authorized but unissued Shares which, when added to the number of Shares owned by the Purchaser immediately prior to its exercise of the Stock Option, would result in the Purchaser owning 90% of the Shares outstanding immediately after its exercise of the Stock Option. The Purchaser may exercise the Stock Option at any time within six business days after the acceptance for payment by the Purchaser of Shares pursuant to the Offer. The Stock Option terminates upon the termination of the Merger Agreement. If the Stock Option is exercised, the Purchaser will be able to effect the Merger as a "short-form" merger without the vote of Holders, 25 28 regardless of whether Holders of 90% of the Shares tender in the Offer. Purchaser intends to exercise the Stock Option if Holders of less than 90% of the Shares tender in the Offer. Pursuant to the Voting and Tender Agreement, IHS has agreed (i) to tender for sale to the Purchaser, pursuant to the terms of the Offer, IHS's Shares then owned of record or beneficially by IHS and (ii) that during the time that the Voting and Tender Agreement is in effect, IHS shall not give, sell, assign, hypothecate, pledge, encumber, grant a security in or otherwise dispose of, any Shares, or any right, title or interest therein or thereto, except to the Purchaser pursuant to the Voting and Tender Agreement. In addition, IHS has agreed that during the time that the Voting and Tender Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, IHS shall vote the Shares (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. The Voting and Tender Agreement also contains covenants of IHS relating to, among other things, certain properties which are leased by the Company from IHS and certain obligations of IHS to which certain of the Company's properties are subject. The Voting and Tender Agreement will terminate upon the termination of the Merger Agreement. Appraisal Rights. Holders of Shares do not have appraisal rights as a result of the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Section 262 of the DGCL ("Section 262") to dissent and demand appraisal of their Shares. Under Section 262, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the proposed Merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of Section 262 does not purport to be complete and is qualified in its entirety by reference to Section 262.

Conditions to Merger. Section 7.1 8.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The respective obligations of each party Parent, Merger Sub and Company to this Agreement to ----------- effect consummate the Combination shall be Merger are subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement Parent Stockholder Approval shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been receivedobtained. (b) All other authorizationsOther than the filings provided for in Section 7.1(b) of Parent and Company Disclosure Schedule, consents, orders or approvals all Authorizations and Orders of, or declarations or and filings with, or expirations of waiting periods imposed by, and notices to any Governmental Entity the failure required to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on permit the consummation of the transactions contemplated hereby Merger shall have been filed, occurred obtained or been obtainedmade and shall be in full force and effect. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition Order preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination Merger shall be in effect. No Law shall have been issued, nor enacted or shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint The Form S-4 Registration Statement shall have received a written opinion from become effective under the Securities Act prior to the mailing of the Proxy Statement by Parent to its counsel, Xxxx Xxxx Xxxx & Freidenrich LLPstockholders, and Wood shall not be the subject of any stop order or proceedings seeking a stop order, Company shall have received a mailed the Proxy Statement to Company Stockholders and have obtained the written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) consent of the Code; provided, however, that if counsel majority of Company Stockholders to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to Agreement and the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and WoodMerger. (e) The shareholders shares of Wood Parent Common Stock issuable to Company Stockholders as provided for in Article II shall have approved been authorized for listing on the Wood Proposal and the stockholders NASDAQ Capital Market upon official notice of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreementissuance. (f) The Employment Agreements in No Action shall be pending or threatened before any court or other Governmental Entity or before any other Person wherein an unfavorable Order would (i) prevent consummation of the forms attached Merger, (ii) affect adversely the right of Parent to control Company and the Subsidiaries of Company or (iii) restrain or prohibit Parent's ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Surviving Corporation and its Subsidiaries, taken as Exhibits C ---------- a whole, or compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Surviving Corporation and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. No such Order shall be in full force effect. 8.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent in accordance with their terms its sole discretion) on or prior to the Closing Date of the following further conditions: (a) Each of the representations and warranties of Company set forth in this Agreement that is qualified by a Material Adverse Effect on Company shall be true and correct at and as of the Closing Date as if made at and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Each of the representations and warranties of the Principal Stockholders set forth in this Agreement that is qualified by a Material Adverse Effect on Company shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (c) Company shall have performed, or complied with, in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing Date. Parent shall have received a certificate signed on behalf of Company by a Co-Chief Executive Officer of Company to such effect. (d) There shall not have been anticipatorily breached occurred any event, occurrence or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxxchange that has had, or Xxxxx Xxxxxxxxcould reasonably be expected to have, as applicableindividually or in the aggregate, a Material Adverse Effect on Company. (he) The Second Amended Each of Parent and Restated Rights Agreement of iPrint Merger Sub shall have been amended and restated received from a Co-Chief Executive Officer of Company, certificates dated as of the Closing Date, certifying the satisfaction of the conditions set forth in the form Section 8.2 of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closingthis Agreement.

Conditions to Merger. Section 7.1 9.01 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The respective obligations of each party of Sterling, Bancorporation and the Company to this Agreement to ----------- effect the Combination Merger and the other transactions contemplated hereby shall be subject to the satisfaction, fulfillment or to the extent permitted by law, waiver by both parties, on at or prior to the Closing Date Effective Time of the following conditions: (a) The Registration Statement Company stockholders shall have approved and adopted all matters relating to this Agreement, the Merger and the transactions contemplated hereby and as required under the TBCA and the Company's Articles of Incorporation at the Company Stockholders' Meeting. (b) This Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby shall have been declared effective under approved by the Securities ActFederal Reserve Board, no stop order suspending the effectiveness Commissioner, the FDIC and any other Regulatory Authorities whose approval is required for consummation of the Registration Statement transactions contemplated hereby and all applicable waiting periods shall have been issued, no action, suit expired. No such approval or proceeding consent shall be conditioned or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act restricted in any manner (including requirements relating to the issuance disposition of assets) which in the good faith judgment of Sterling would so adversely impact the economic or trading business benefits of the transactions contemplated by this Agreement that, had such condition or restriction been known, it would not have entered into this Agreement. (c) Neither Sterling, Bancorporation nor the Company shall be subject to any litigation which seeks any order, decree or injunction of a court or agency of competent jurisdiction to enjoin or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement. (d) The shares of iPrint Sterling Common Stock issuable pursuant to the Combination Merger shall have been receivedapproved for quotation on the Nasdaq Stock Market. (be) All other authorizationsDeloitte & Touche LLP, consentsindependent public accountants for Sterling, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been fileddelivered a letter, occurred or been obtained. (c) No temporary restraining orderdated the Closing Date, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable addressed to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLPSterling, in form and substance reasonably satisfactory to both partiesSterling, to the effect that the Combination Merger will be treated qualify for federal income tax purposes as a taxpooling-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that of-interests accounting treatment if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and consummated in accordance with this Agreement. (f) The Employment Agreements in Price WaterhouseCoopers LLP, independent public accountants for the forms attached as Exhibits C ---------- Company, shall be in full force and effect in accordance with their terms as of have delivered a letter, dated the Closing Date, addressed to the Company, in form and shall not have been anticipatorily breached or repudiated by any substance reasonably satisfactory to the Company, stating that no conditions exist that would preclude the Company from being a party to a merger accounted for as a pooling of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicableinterests. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The respective obligations of each party to this Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or satisfaction prior to the Closing Date of the following conditions: (a) The Registration Statement This Agreement and the Merger shall have been declared effective under approved and adopted by the Securities Act, no stop order suspending the effectiveness requisite vote of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness holders of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the outstanding shares of iPrint Benelytics Common Stock issuable pursuant to the Combination shall have been receivedand Benelytics Preferred Stock. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint InsWeb or Wood or a material adverse effect on the consummation of the transactions contemplated hereby Benelytics shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination Merger or limiting or restricting iPrintInsWeb's conduct or operation of the business of iPrint InsWeb or Wood Benelytics after the Combination Merger shall have been issued, nor shall any proceeding brought by any a domestic administrative agency or commission or other domestic Governmental Entity Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint InsWeb shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, all permits and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, other authorizations required under applicable state blue sky laws for the issuance of shares of InsWeb Common Stock pursuant to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and WoodMerger. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. ---------------------------------------------------------- The respective obligations of each party to this Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement This Agreement and the Merger shall have been declared effective under approved and adopted by the Securities Act, no stop order suspending the effectiveness affirmative vote of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness holders of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading requisite number of the outstanding shares of iPrint Tsunami Common Stock issuable pursuant to the Combination shall have been receivedand Tsunami Preferred Stock. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint Stratos or Wood Tsunami or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination Merger or limiting or restricting iPrint's Stratos' conduct or operation of the business of iPrint Stratos or Wood Tsunami after the Combination Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. ---------------------------------------------------------- The respective obligations of each party to this Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement This Agreement and the Merger shall have been declared effective under approved and adopted by the Securities Act, no stop order suspending the effectiveness affirmative vote of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness holders of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading requisite number of the outstanding shares of iPrint Common Stock issuable pursuant to the Combination shall have been receivedCadis Capital Stock. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint Aspect or Wood Cadis or a material adverse effect Material Adverse Effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination Merger or limiting or restricting iPrintAspect's conduct or operation of the business of iPrint Aspect or Wood Cadis after the Combination Merger shall have been issued, nor shall any proceeding brought by any a domestic administrative agency or commission or other domestic Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint Aspect shall have received a letter from Ernst & Young, LLP dated within two business days prior to the Effective Time, regarding its concurrence with Aspect's management as to the appropriateness of pooling of interests accounting for the Merger under Accounting Principles Board Opinion No. 16 and applicable SEC regulations and releases, if the Merger is consummated in accordance with this Agreement. (e) Cadis shall have received a letter from Xxxxxx Xxxxxxxx LLP, dated within two business days prior to the Effective Time, stating that it knows of nothing with respect to Cadis that would prohibit Aspect from accounting for the Merger as a pooling of interests. (f) Aspect shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLPFreidenrich, and Wood Cadis shall have received a written opinion from its counsel, Pillsbury Winthrop LLPIreland, Xxxxxxxxx, Xxxxx & Xxxxxx P.C., in form and substance reasonably satisfactory to both parties, to the effect that the Combination Merger will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrintAspect, Sub Sub, Cadis and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporationdirectors, as applicable, officers and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicablestockholders. (g) The Lock-Up Agreements in At least three calendar days shall have passed since the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as date when all of the Closing and shall stockholders of Cadis who are not "accredited investors" as defined in Regulation D (the "Nonaccredited Cadis Stockholders") can reasonably be expected to have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicablereceived the Information Statement. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.

Conditions to Merger. Section 7.1 8.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The respective obligations of each party Parent, Merger Sub and the Company to this Agreement to ----------- effect consummate the Combination shall be Merger are subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement Company Stockholder Approval shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been receivedobtained. (b) All other authorizations, consents, orders or approvals Authorizations and Orders of, or declarations or and filings with, or expirations of waiting periods imposed by, and notices to any Governmental Entity the failure required to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on permit the consummation of the transactions contemplated hereby Merger shall have been filed, occurred obtained or been obtainedmade and shall be in full force and effect. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition Order preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination Merger shall be in effect. No Law shall have been issued, nor enacted or shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint The Company shall have filed its definitive Proxy Statement in accordance with the provisions of the Exchange Act, and the SEC shall not have initiated an enforcement action or otherwise sought to prevent the solicitation of proxies with regard to the Merger. 8.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent in its sole discretion) of the following further conditions: (a) The representations and warranties of the Company set forth in this Agreement that are qualified by materiality (considered collectively and individually) shall have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, and the representations and warranties that are not so qualified (considered collectively and individually) shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and Parent shall have received a written opinion from its counselcertificate dated the Closing Date signed on behalf of the Company by the President of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; provided that, Xxxx Xxxx Xxxx & Freidenrich LLPwith respect to obligations that are qualified by materiality, and Wood the Company shall have performed such obligations, as so qualified, in all respects. Parent shall have received a written opinion from its counselcertificate signed on behalf of the Company by the President of the Company to such effect. (c) There shall not have occurred any event, Pillsbury Winthrop LLPoccurrence or change that has had, or would reasonably be expected to have, a Company Material Adverse Effect, which shall include, without limitation, that the Company's auditors have indicated that their audit report relating to the Company's most recently completed fiscal year must be qualified to reflect that there is doubt that the Company can continue as a "going concern." (d) No Action shall be pending or threatened before any court or other Governmental Entity, in form and substance reasonably satisfactory each case that has a reasonable likelihood of success, (i) seeking to both parties, prevent consummation of the Merger or seeking to obtain from the Company or Parent damages that are material in relation to the effect that the Combination will be treated for federal income tax purposes Company and its Subsidiaries, taken as a tax-free reorganization within whole, or Parent and its Subsidiaries, taken as a whole, as the meaning case may be, (ii) seeking to impose any material limitation on the right of Section 368(aParent to control the Company and its Subsidiaries or any other Affiliate of Parent, (iii) seeking to restrain or prohibit the Company's or Parent's ownership or operation (or that of their respective Subsidiaries or Affiliates) of any portion of the Code; providedbusiness or assets of the Company and its Subsidiaries, howevertaken as a whole, that or of Parent and its Subsidiaries, taken as a whole, or to compel the Company or Parent or any of their respective Subsidiaries or Affiliates to dispose of or hold separate any portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, and if counsel such business or assets relate to either party does not render the Company or any of its Subsidiaries, such opinionbusiness or assets are material to the financial condition, this condition results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and if such business or assets relate to Parent or any of its Subsidiaries, such business or assets are material to the financial condition, results of operations or prospects of Parent and its Subsidiaries, taken as a whole. No Order shall be in effect, and no Law shall have been enacted or shall be deemed satisfied with respect to such party if counsel applicable to the other party renders such opinion to such party. In rendering such opinionsMerger, counsel may rely upon reasonable representations and certificates which has any of iPrint, Sub and Woodthe effects set forth in clauses (i) through (iii) in this Section 8.2(d). (e) The shareholders of Wood Company shall have approved obtained the Wood Proposal Consent of each Person whose Consent is required under the Material Contracts set forth in the Company Disclosure Schedule and the stockholders of the iPrint shall have approved the iPrint Proposal provided evidence of each such Consent in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, form and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreementsubstance satisfactory to Parent. (f) The Employment Agreements in Company shall have delivered to Parent resignations from the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as directors of the Closing Company and shall not have been anticipatorily breached or repudiated by any each Subsidiary of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicablethe Company holding such position immediately prior to the Effective Time. (g) The Lock-Up Agreements in the form attached as Exhibit D Company shall --------- be in full force and effect in accordance with their terms as have delivered to Parent satisfactory evidence of the Closing cancellation of all of the Company Stock Options and shall not have been anticipatorily breached or repudiated by any Other Purchase Rights and the termination of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicableall Company Stock Option Plans. (h) The Second Amended Company shall have delivered to Parent certificates of good standing for the Company from the Secretary of State of the State of Delaware and Restated Rights New Jersey, each dated a reasonable date prior to the Closing Date, and certificates of good standing for the Subsidiaries of the Company from the Secretary of State of the State of Delaware. (i) Each of the executive officers and directors of the Company shall have delivered a Voting Agreement on the date hereof and shall have complied with and not be in breach of iPrint their respective obligations under the Voting Agreement and all of the Company Common Stock subject to a Voting Agreement shall have been amended voted in favor of the approval and restated adoption of this Agreement and the Merger (which vote shall not have been revoked). (j) The Company shall have delivered to Parent and Merger Sub (i) a certificate dated as of the date of Closing, signed on its behalf by its chief executive officer and its chief financial officer to the effect that the obligations under Section 8.2(a) through (e) and (g) of this Agreement have been satisfied and (ii) copies of all documents that Parent may reasonably request relating to the existence of the Company and certified copies of resolutions or written consents duly adopted by the Board of Directors of the Company and any of its Subsidiaries evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, all in such reasonable detail as Parent and its counsel may request. (k) The number of shares of Company Common Stock held by holders demanding appraisal rights pursuant to the provisions of Section 262 of the DGCL shall represent not more than ten percent (10%) of the outstanding Company Common Stock as of the Effective Date. (l) The Company not accepting any buy out of royalties from Progenics without prior consultation with Parent. (m) The Company shall have filed its Annual Report on Form 10-K with the Securities and Exchange Commission, including audited financial statements for the year ended December 31, 2007, no later than March 17, 2008. 8.3 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is subject to the satisfaction (or waiver by the Company in its sole discretion) of the following further conditions: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall have been true and correct at and as of the form date hereof and shall be true and correct at and as of Third Amended the Closing Date as if made at and Restated Rights as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and the Company shall have received a certificate dated the Closing Date signed on behalf of Parent by the President of Parent to such effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. The Company shall have received a certificate signed on behalf of Parent by the President or Chief Financial Officer of Parent to such effect. (c) Parent (or its designated affiliate) shall have entered into a Sublicense Agreement with the Company for the sublicense of European and Asian rights to the Company's Caphosol product substantially on the terms attached hereto as Exhibit E, B which agreement shall be in full --------- force in effect as of effective on the Closingdate that the Company files its preliminary Proxy Statement with the SEC, no later than March 17, 2008.

Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- CombinationMerger. The ---------------------------------------------------------- respective obligations of each party to this Agreement to ----------- effect the Combination Merger shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, satisfaction on or prior to the Closing Date of the following conditions: (a) The Registration Statement This Agreement and the Merger shall have been declared effective under approved and adopted by the Securities Act, no stop order suspending the effectiveness affirmative vote of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness holders of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading requisite number of the outstanding shares of iPrint Paracer Common Stock issuable pursuant to the Combination shall have been receivedand Paracer Preferred Stock. (b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint Stratos or Wood Paracer or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination Merger or limiting or restricting iPrint's Stratos' conduct or operation of the business of iPrint Stratos or Wood Paracer after the Combination Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination Merger which makes the consummation of the Combination Merger illegal. (d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of iPrint, Sub and Wood. (e) The shareholders of Wood shall have approved the Wood Proposal and the stockholders of the iPrint shall have approved the iPrint Proposal in accordance with their respective Articles of Incorporation or Certificate of Incorporation, as applicable, and By-laws, applicable state corporate laws and the rules and listing requirements of NASDAQ, as applicable, and in accordance with this Agreement. (f) The Employment Agreements in the forms attached as Exhibits C ---------- shall be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, or Xxxxx Xxxxxx, as applicable. (g) The Lock-Up Agreements in the form attached as Exhibit D shall --------- be in full force and effect in accordance with their terms as of the Closing and shall not have been anticipatorily breached or repudiated by any of Royal Farros, Xxxxx Xxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxxx, as applicable. (h) The Second Amended and Restated Rights Agreement of iPrint shall have been amended and restated as set forth in the form of Third Amended and Restated Rights Agreement attached hereto as Exhibit E, which shall be in full --------- force in effect as of the Closing.